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(b) City does not waive any claim of defect in performance by Owner, if on periodic review the City does not propose to modify or terminate this First Amended and Restated Development Agreement. (c) Non - performance shall not be excused because of failure of a third person. (d) An express repudiation, refusal, or renunciation of the contract, if the same is in writing and signed by the Owner, shall be sufficient to terminate this First Amended and Restated Development Agreement and a hearing on the matter shall not be required. (e) Adoption of a law or other governmental activity making performance by the Owner unprofitable or more difficult or more expensive does not excuse the performance of the obligation by the Owner. (f) All other remedies at law or in equity which are not inconsistent with the provisions of this First Amended and Restated Development Agreement are available to the parties to pursue in the event there is a breach. 7.3 Damages upon Termination. In no event shall Owner be entitled to any damages against City upon termination of this First Amended and Restated Development Agreement. 7.4 Institution of Legal Action. In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default or breach, to specifically enforce any covenants or agreements set forth in this First Amended and Restated Development Agreement, or to enjoin any threatened or attempted violation of this First Amended and Restated Development Agreement; or to obtain any remedies consistent with the purpose of this First Amended and Restated Development Agreement. Legal actions shall be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District of California, Southern Division. 8. MORTGAGEE PROTECTIONS 8.1 Right to Owner /Notice /Multiple Mortgagees. Owner shall have the absolute right to encumber Owner's right, title and interest in, to and under this First Amended and Restated Development Agreement and the Property pursuant to one or more Mortgages. Because certain portions of the Project may be developed by one or more assignees, the Parties 067619A5448832v5 20